The Adventures of Ben 10 (Earth-710)
by ParadoxTheRebel
Summary: Ben 10 returns to his roots, but this time in the Marvel Universe. Read the new beginnings of your beloved childhood hero, on a road trip with his grandfather, his twin sister, and his best friend. It's Hero Time: A Marvelous Hero Time
1. A Legend Begins (Part 1)

**Hello everyone. I've been filled with ideas lately, so I came up with this one. With the Ben 10 Reboot being a complete disaster, I always wondered if it would be a good idea to add Ben 10 into the Marvel Universe.**

 **It was always a dream of mine to see Ben 10 teaming up with the Avengers, X-Men and Fantastic Four. Plus it would add a lot of alien elements to the world of Marvel.**

 **Now don't be concerned, I will keep as many elements as the old show as possible. But I will be making my own personal changes, which I hope could make it better.**

 **Now as someone used to say: Its' Hero Time!  
**

 **Note: I do not own Ben 10 or Marvel. All characters exclusively belong to their respective owners**

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 **Chapter 1: A Legend Begins (Part 1)**

A ten-year-old boy was resting his head on his desk, exhausted from finishing his final exam. He had messy brown hair, dark green eyes, and slightly tanned skin. He was wearing a white hoodie over a black t-shirt, dark green pants, and black sneakers. The boy's name was Ben Tennyson

He looked up at the clock, a desperate expression across his face. The exam wasn't easy, but he did his best. "Come on" he said. Summer vacation was mere seconds away. As if someone answered his prayers, the school bell rang. "Yes!" he yelled out loud. He picked up his backpack, left his exam on the teacher's desk, and ran out.

All the kids were running outside of the school, Ben included.

He was excited for his summer vacation. His grandfather was taking him and his best friend on a road trip around the country. Goodbye boring Riverton! Hello malls, beaches, and camping.

Wait a minute…where was Richie?

Ben then heard laughter coming from the tree in the front school yard. He saw Cash and JT, the school bullies, laughing at a boy hanging by his underwear on a tree branch. He had short brown hair (darker than Ben's) and brown eyes. He was wearing a dark blue shirt and dark brown pants.

"Hey!" Ben yelled. "Get Richie down from there!"

Cash and JT turned and looked at Ben and laughed. "Oh, Tennyson wants to play hero" Cash said in between his laughter. "Yeah, maybe he should join Rider up there" JT said. Ben tried to put up a fight. He even landed a punch right in Cash's nose. In the end, Ben was stuck on a tree branch right next to Richie.

"Thanks for trying to help Ben" Richie said.

"No problem Richie" he responded. **(1)**

Then, an old R.V. pulled up in front of them. The front glass came down and showed an old, slightly overweight man in a red Hawaiian shirt. "Hey Ben, get down from there. I want to get to the campsite by nightfall" the man said.

"Grandpa Max, can you help us down from here?" he asked. Fate had other plans, since the branches they were hanging from snapped and they fell. They groaned for a bit, but they got right back up and ran into the R.V.

"Thanks for carrying me along for the trip Mr. Tennyson" Richie said.

"You're more than welcome Richie. Your parents handed me your bag earlier" Max responded.

"This is going to be awesome grandpa. Just the three of us going around the entire country" Ben said, not even noticing the other person in the vehicle. It was a girl the same age as Ben and Richie. She had light red hair and green eyes like Ben's. She was wearing an elbow-length blue shirt with a cat's head in the middle, white pants, and white and blue tennis shoes. "Ahem" Gwen coughed.

Ben's eyes widened as he and Richie turned and saw his cousin. "What is she doing here?" he muttered. "What is SHE doing here?!" he said louder to grandpa. Why of all people did his annoying twin sister have to come along! **(2)**

"Oh, don't be upset about it. I wanted to go to summer school and get extra credit but my mom said 'You need the fresh air and change in scenery Gwendolyn'"

"Guess you're with us too huh" Richie said with a nervous smile.

"I have a feeling this is going to be a long summer" Grandpa said before driving the group.

 _(Yellowstone National Park, 3 hours later)_

It was nighttime when the group reached the camping grounds. Richie was helping to make a camp fire, Ben was busy playing on his DS, and Gwen was typing on her computer. Grandpa Max came out with a pack of marshmallows and chocolate bars. "Who wants to make smores?" he said. "Sure grandpa" Ben responded. The group sat down and Richie handed out marshmallows, chocolate bars, and graham crackers. "So where do you kids want to go this summer. I want to hear everything you kids want." Grandpa Max said.

"I want to go to the Video Game Museum" said Ben.

"I've always wanted to go to the Kennedy Space Center" added Richie.

"How about the Museum of Natural History?" said Gwen.

Grandpa Max listened to other suggestions that the kids had before he made his decision. "We're going to Washington first. That museum is a good idea Gwen" Grandpa said. Ben's frustration grew.

"Why do we have to go to a boring museum?! It's summer! We should be going to actual places that are fun!" Ben yelled. He hated school and anything associated with it. He would just like to enjoy some time away from all the books, time where he could actually have fun for a change.

"Ben you don't have to yell" Max said. "We'll go to the history museum first, then we can go wherever we want. This is the only thing that will be school-related on this trip, I promise."

Ben, however, got up angrily. "I'm going for a walk" Ben said before he ran off into the woods. "Ben wait!" Max said, but Ben ignored him.

He slowed down once he was deep enough in the woods. "Oh man. This is gonna be the worst summer ever" he said before looking up. He looked at the star-filled sky and noticed one star moving rather fast. "Woah, a shooting star!" Ben exclaimed.

To the boy's amazement, the shooting star then did a 90 degree turn, hurling strait towards him.

Ben immediately ran in the other direction, barely escaping the area as it fell down and made a huge crater.

He then got up after falling face-first into the ground, wiping the dirt off of his face. Ben brushed the dirt off of his clothes as he made his way to the newly-formed crater.

The crater was full of metal debris, with a giant smoking metal sphere in the center.

"It must be some kind of satellite or something" he said. Ben leaned over the edge of the crater to get a closer look, but the dirt under him gave out and he slid down into the crater.

Since Ben was already near the wreckage, he decided that he should get a closer look. He looked at the wreckage, and saw that it wasn't a satellite, but a small metallic sphere.

Suddenly, the sphere opened. In it was a large bulky device, similar to a watch. The metal was primarily colored black, with white circuit lines running along the surface. The lines also led to the green-hourglass shaped head.

"A watch? What's a watch doing in space?" Ben asked out loud. He reached out to grab the device with his left hand, but it somehow leaped out of its container and clamped down on his wrist. Ben felt an incredible amount of pain, then suddenly it ceased.

"Get off of me!" he yelled before he tried to pry it off. Ben then felt an incredible amount of pain, as if he was pulling his own skin. "Ow" he yelled. He then climbed out of the crater and picked up a large stick. He tried to pry a space between the watch and his skin, but it was as if the two were merged. **(3)** The stick soon snapped.

"Might as well figure out what this thing is" he thought. He began running his fingers along the surface of the device. He noticed that it had a small green button, so he pressed it.

The faceplate of the watch rose, and the hourglass moved and formed a diamond shape. A black silhouette of some humanoid creature also appeared.

"Cool!" Ben exclaimed. "What would happen if I push it back down?" he wondered. He decided to do that, but as soon as he pushed it, he began to feel weird.

Ben felt his body change, he became taller and his skin began to feel rough. He also felt warm internally.

He stared at his hands. They were now made of a dark red and cracked rock, with the cracks glowing yellow. He looked down at his feet were now in an oval shape, with only two toes. They also seemed to be glowing as if they were made of lava. Ben then hesitantly touched his head, and found that it was in an oval shape and felt even hotter than the rest of his body.

Like any person would if they found out that they just turned into a strange fire creature, he screamed.

* * *

 **And that's it for Chapter 1 of this story. As you can see I made some notable differences:**

 **1: Ben's best friend is Richard "Richie" Rider. He is the Marvel hero known as Nova. In this story, he will acquire his powers later.**

 **2: Gwen is Ben's twin sister here. I always thought they were brother and sister when I first watched the show. It never made any sense for them to be cousins as they always argued like siblings and we hardly saw their parents. I don't even remember the names of Gwen's parents.**

 **3: I wanted to show the Omnitrix merging with his DNA more effectively. So if something touches the watch, Ben will feel it as it had touched his own skin.**

 **I hope you all enjoy this and continue to read. See you next time**


	2. A Legend Begins (Part 2)

**Hey everyone. Sorry for taking so long to update. I haven't been able to write as much since school started. I'll do my best to update.**

 **Reviews**

 **Rexfan1333:** Thanks you. I'm actually a fan of some of your stories. I couldn't stand the reboot now mater how hard I tried. Perhaps its just the bad taste left behind by Teen Titans Go and PowerPuff Girls.

 **Kamencolin:** I will. Thank you.

 **Shinobi360:** Thanks man. I'm trying my best to stay true to the original, but I will add my own stuff.

 **The Graceful Kiwi:** Yeah, Sam Alexander is the current Nova in the comics, but the original one was Richard Rider. Sam won't be showing up until one of my later stories.

 **Rocker on:** Not many of the heroes exist yet. The heroes that exist so far are the Fantastic Four and the X-Men. The Fantastic Four have existed for about a year, while the X-Men are just forming. I'm actually planning on writing a series of stories set in my own Marvel Universe. This is just the beginning.

* * *

 **Chapter 2: A Legend Begins (Part 2)**

Ben was freaking out like crazy. "I'm on fire!" he repeatedly exclaimed while rolling around on the ground. He then froze "Wait a minute…I'm on fire and I'm okay" he said while getting up. He raised his hands, and two small streams of fire shot out of them at the ground. "Woah!" he exclaimed.

He then smirked. "Check me out. I'm totally hot" he said, and then laughed at his pun. He held out his hands again, this time pointing at the sky, and the streams came out again. Ben then tried to swing his hands like he was throwing a baseball, and a small ball of fire shot out into the air.

"Liking it!" he said. This was amazing, he was like the Human Torch from the Fantastic Four!  
"Wait a minute" he thought. He could use his powers like the Fantastic Four and Captain America! He could be a superhero.

"Okay superheroes have names. What should I call myself" Ben said to himself.  
"Firebuddy? No that's dumb. "Blaze? Maybe. Torch? No that's taken."

"I got it! Heatblast!" he exclaimed, but he saw a small explosion coming from the forest, along with smoke rising into the air. The now-named Heatblast ran to where the explosion was and found a raging forest fire.

"Oh man" Heatblast said while face-palming. He completely forgot about the fireball he sent up into the air.

He tried stamping out the fires that were spreading along the ground, but his coal-like body only increased the size of the flames. Fortunately for him, he did not seem to be affected by the heat or the smoke in the air. But he still couldn't figure out how to put out the rapidly growing forest fire.

Heatblast was then knocked out of thought when he was hit by the foam from a fire extinguisher. He coughed up the foam that had entered his throat and reignited the flame on his head. He looked and saw Grandpa Max staring at him. "What are you doing on Earth Pyronite?!" Max asked, before bombarding him with more foam from the extinguisher.

"Grandpa!" Heatblast yelled in between coughs. Max ceased the blasts. "Its me. Its Ben!" he said while cleaning himself off. "How do you know about him Pyronite?" Max asked.

"I told you I'm Ben. I ran off into the woods when this freaky watch fell from space near me. I reached out for it when it got stuck on my wrist. I tried to get it off, then I pushed a button, and now I'm some kind of fire monster who just started a forest fire!" he yelled

"Ben" Max said before he began to spray the fires that were approaching him. "Is that you?"

"Yeah. This watch thing turned me into some kind of monster" Heatblast said, fear in his voice.

"Ben, calm down" Max said. "I need you to do something for me"

"What is it Grandpa?" he asked. Max pondered for a moment before he came up with a solution. "Go and start a new forest fire. The two flames should burn each other out" he commanded.

Heatblast nodded and ran off. He managed to find somewhere nearby that hadn't burned yet, and set it ablaze using fire streams. The fire roared and quickly made its way to the previous fire.

Heatblast ran through the burning forest, looking for Max and trying to get out of there.

"Grandpa! Grandpa!" Ben yelled, struggling to see now that he was surrounded by flames. However, he didn't hear some loud coughing. He quickly sprinted through the forest and saw Max lying on the ground, crawling and coughing. "Ben" he said faintly.

"Come on. Don't burn him" he told himself. The fire on his head died out, and the glowing parts of his body dimmed.

Heatblast then slung Max over his shoulder and ran as fast as he could out of there. The heat did not affect him at all, but he could only imagine how it could be affecting his grandpa. It took a while for him to reach back to the Rustbucket. He tried knocking on the front door, but the handle bar was slowly melting. "Richie! Gwen! Help!" he yelled while setting Max on the ground.

Grandpa Max's red hawaian shirt was slightly burned, patches of fabric scorched. He didn't seem to be hurt, except that his skin appeared slightly pink in some parts. "Oh man oh man oh man" Ben panicked. "Grandpa! Are you okay?!" he asked. "Yes Ben. I'm fine. You can stop yelling and calm down."

The door swung open as Richie and Gwen ran outside, fire extinguishers in hand. When they saw Heatblast standing there, they both screamed and began to bombard him with fire extinguisher foam. He began to cough, the foam getting in his mouth. "Dweeb!" he yelled while reigniting his head. "Stop it both of you!" he yelled.

"Ben?" Gwen asked confusingly, as only Ben called her dweeb.

"That can't be Ben. Last time I checked he was human" Richie said.

"Do you want me to tell Gwen what people call you at school?" Heatblast asked with a smirk.

"It's him" Richie confirmed while sweating bullets.

Grandpa Max then sat up. Richie and Gwen ran over to him, while Heatblast simply sat down. "I'm okay everyone. Richie, could you go inside and grab an ice pack for me? It's in the freezer" Max said.

Richie quickly ran and got the icepack and gave it to him. Max then put it on his arm, and sighed in pain. "Much better. Thanks Richie"

Max then looked at Heatblast and calmly asked "What happened?"

(A few minutes later)

The group were now sitting around a campfire, while Heatblast remained standing since anything he tried to sit on (be it a bench or a log) would ignite. The fire was already being fueled by a log he tried to sit on.

"So you're saying that this watch jumped on your wrist? And when you pushed down on the faceplate, it turned you into this?" Max asked.

"Yeah. And I still have no idea what that watch is or how I can turn back to normal" Heatblast said worriedly.

Gwen handed him a smore, which he hurriedly ate before it was burned to a crisp. He did feel it getting burned in his stomach though. He's not even sure if he even had a stomach anymore.

"You do make a good toaster monster" Gwen said.

"Shut up dweeb!" Heatblast yelled angrily.

"He's not a monster. He's an alien" Max responded. He actually sounded pretty serious about it. He realized his tone, and continued with "I mean look at him. What else could he be?"

"Wow. Aliens are real! Awesome!" Richie said. "I wonder what else that watch can turn you into."

"Right now, I just wanna know how I can turn back to normal!" Heatblast said exasperatedly.

As if someone was granting wishes for Ben again, the watch logo on his chest began to flash red and ring. There was then a huge flash of red light, which blinded the others. When they were able to see again, Ben was standing there, back to normal.

He stared at his hands and his clothes. They were normal, he was normal! "I'm me again!" he yelled excitedly.

"Shame. I preferred it when you were a smore toaster" Gwen said.

Ben, however, was not paying any attention to her and was continuing to try to pry the watch off. As you would expect, still no progress. "I still can't get it off of me!" he yelled exasperatedly.

Max then got up and put a comforting hand on Ben's shoulder. "Calm down Ben. Let's just take this step by step" he said. "Now you said that you pressed on the button, right?" he asked,

"Right" Ben responded.

Max then pressed on the button, but the faceplate didn't raise up. The watch instead made the same ringing sound it made before. "Hey its not working" Ben said. Gwen and Richie got up to take a look at it too.

"Was it red before?" Max asked. Ben hadn't even noticed that! "No it was green before" Ben said. "Maybe it needs to recharge?" "That could be it" Max said. "If it's a machine, then it would need a power source."

Max noticed that the forest fire had finally died out. He then picked up a fire extinguisher and a flash light. "Ben, when that thing turns green again, don't touch it. We need be careful before you turn into something else" he ordered.

"Where are you going Grandpa?" Gwen asked.

"I'm going to check out wherever that watch crashed. Maybe it could give us a clue of what that thing is" Max answered.

"Be careful Mr. Tennyson" Richie said.

"I'll be fine Richie" he said before walking away back into the scorched woods.

"Well I'm going to bed" Ben said before walking back to the R.V.

Gwen and Richie looked at each other in confusion before Richie ran in front of Ben.

"Wait a minute!" Richie said. "You can turn into an alien! How can you sleep after that?!" he excitedly yelled. "Grandpa said not to touch it. Plus, its late, I've had a long night, and I'm tired" Ben said in response. Ben then tried to push Richie out of the way, but he continued to block him. After a few minutes of this, everyone heard a ring. Ben looked at his wrist and saw that the Omnitrix was green again; it had fully recharged. "I guess a quick look couldn't hurt" he thought.

He then pushed the button, and the faceplate rose. It showed Heatblast's silhouette again.

"Grandpa told you not to touch that thing" Gwen said.

"All I did is push the button. I'm not going to transform" he said.

Seeing as the device was like a watch, Ben tried to turn the faceplate. As he turned, different silhouettes appeared. "Woah, there's more than one alien in this thing!" Ben said excitedly.

"I'll count them out" Richie said. After a few seconds,"There's ten. Ten aliens popped up." "Ten aliens?" Ben asked curiously while looking at it. Richie noticed that the faceplate was still up, and pushed it before Ben could react. The kids were blinded by the bright green light, and when there vision came through, Ben had changed again.

This alien looked like a large orange dog, with its front legs in an ape-like posture. It also had what looked like gills on the sides of the neck. Its mouth was also rather large, with what looked like two rows of sharp teeth, and four canines protruding from the closed mouth What was very strange was that it had no eyes, ears, nostril, or tail. The Omnitrix symbol was on a black and white brace on his right shoulder.

"Richie!" Gwen yelled.

"What? I wanted to see what it was" Richie said innocently.

Ben then growled and roared, as if he was trying to speak. "I guess this one can't talk" Richie said. As he was taking a breath, he pinched his nose in disgust "It has bad breath though" "And no eyes" Gwen said. "What good is this one? It can't see" she then smirked. She reached behind her for a small stick and walked behind Ben. Gwen tried to hit him, but the gills on Ben's neck flared up and he jumped on top of the Rustbucket.

"I guess this one isn't that useless after all" she said. "Those gills. I think they're like sensors" Richie deduced. "Maybe that's how he can see things."

Ben then got down off of the R.V.., curled up and laid down on the ground, like a dog does when it wants to sleep. "What are you doing?" Richie asked.

"He can't talk or go in the Rustbucket to sleep, so he might as well wait until the watch runs out of power again or for grandpa to get back" Gwen said.

Suddenly, Ben shot up, his gills flaring like crazy. He ran and picked up Gwen by the collar of her shirt using his mouth, and put Richie on his back, and began to run into the woods. As he was running, lasers began to reign down at him. Richie looked up and saw two robots chasing them. They looked like floating orange disks held together by a red core, each outfitted with two mantis-like claws. The robots were firing the lasers.

"Robots!" Richie yelled. He was holding on to Ben with his life. Ben then tossed Gwen into the air, and Richie caught her. "Don't stop! Keep going!" Gwen yelled. Ben then threw Gwen and Richie off of his back, and leaped up into the trees. The robots followed after him, completely ignoring Gwen and Richie.

"Why are they chasing Ben?" Richie asked.

"They want the watch genius" Gwen said exasperatedly.

Meanwhile, Ben was still running from the robots as fast as he could. He was worried since he had no idea how long it would be until the watch had to recharge again.

So he figured out a plan of attack. He quickly dropped Gwen and Richie, who fortunately landed in some large bushes.

Ben then leaped into the trees. The robots floated up above the trees, but they couldn't find him. They looked around to survey the area. As soon as they had their backs turned, Ben leaped out of the tree leaves he was hiding in and jumped on top of one of the robots.

Robot #2 tried to shoot him, but it shot the robot he was standing on instead. Ben then jumped to Robot #2 while Robot #1 crashed to the ground. He then used his teeth and ripped the core out of the last robot. It fell to the ground, while Ben managed to grab on to a large branch.

The sound of the watch ringing once again came to Ben's ears, so he used his claws to slide down the tree. Unfortunately, the watch timed out about halfway down the tree, so Ben fell to the ground.

"Ow" Ben groaned in pain. He then got up and looked at the remains of the robots, rubbing his bruised arm as he walked over to the robots.

That alien made him feel different, like a wild animal. It was as if the transformation made him be affected by that alien's instincts. "I guess I'll call him Wildmutt" Ben muttered.

He looked at the remains of the robots that were left. He took those things down, Ben Tennyson!

...

After a trek back to the Rustbucket, the group was finally able to sit down and talk. Max had some pieces of metal laid out on the table in front of them. Another thing that was there was the pod the watch was found in.

"What is that stuff grandpa?" Gwen asked, referring to the scrap he had laid out in front of them.

"That is all the wreckage that was in the crater where Ben found the watch. I didn't want the park rangers looking for all of this" Max said.

"How come?" Richie asked.

"Because this is alien technology. If word got around that aliens actually exist, the public would go crazy" Max responded. **(1)**

"This will make a great souvenir" Ben said referring to the watch's pod. He kept opening and closing the pod, and passed his hands on the surface that was holding the watch.

"Don't play with that Ben! We don't know what else it could have!" he yelled.

"Grandpa, you can't expect me to avoid all of this stuff. I have this watch clamped to my wrist that can turn me into ten aliens with a push of a button. I can't ignore it" he said while getting up. Max held his chin in thought. "Well if we can't get that thing off of your wrist, we need to help you figure out how to use that thing properly, and fast." He said. Ben pumped his fist excitedly, "All right!"

The group were interrupted when a feed started playing over their emergency radio. "Hello. Hello is anyone there. The trailer park is being attacked by, I know you're not going to believe me but, ROBOT!"

The group then looked at each other.

"It's more of those robots from the woods" Richie said.

"They must be after the watch" Ben said while subconsciously grabbing it. "Those people are going to get hurt because of me!" he yelled. Ben then got up and ran out of the door. Grandpa Max chased after him.

"Ben! Where are you going?!" Max yelled, having to stop because of his old age.

"I'm gonna help!" Ben responded, not even bothering to look back.

"Benjamin Kirby Tennyson! Stop this instant!" Max ordered, but he had already lost sight of Ben.

Gwen and Richie were about to run after him, but Max held out his hands to block them. "Stop. I can't let you kids get hurt too. Come on, we have to get to Ben"

...

(Meanwhile with Ben)

It was a few minutes before he arrived at the trailer park. Ben was now leaning on a tree to catch his breath. He looked out to the trailer park and was horrified. It was indeed a robot that was attacking, but it wasn't like the ones from earlier.

This one looked over 20 feet tall, with huge plated arms and three mechanical crab-like legs. Each arm was outfitted with lasers like the last set, only they were now being used to destroy the vehicles that were there. He could hear people screaming, and other kids crying.

"No. I won't let anyone get hurt because of me" Ben said to himself.

He looked at the watch and activated it, the silhouette of Wildmutt appearing again. "Wildmutt's not tough enough for this. He almost got fried by those lasers earlier."

He then scrolled and saw Heatblast. "Fire power could work, but I don't think it can melt through that thing. Plus, I could burn someone like I burned Grandpa"

He then scrolled again, this time coming across a rather bulky alien.

"Alright. Here we go" Ben said before slamming it down.

He felt his body becoming rough, almost rock solid, as he grew taller. He then felt a sudden sharp pain, as two things protruded from his back. Ben's eyes also felt rigid, becoming rough like the rest of his skin. After the transformation ended and the green light left his eyes, Ben looked at himself. His arms seemed to be made of a thick bluish-green crystal, along with his head. The protrusions that he felt on his back were two shards. He also appeared to be wearing a jumpsuit that was black on his left side and white on his right side. The Omnitrix symbol was on the left side of his chest.

"Woah, I must be made of diamond or something" Ben said. "Alright. I hope this one's good" he said as he towards the robot.

Positioning himself right by one of the robot's legs, Ben saw that it was holding a park ranger in its hands, squeezing him. The ranger hollered in pain.

Getting angry, Ben started to hit the robot's leg. "Leave him alone! You want somebody to pick on, try me!" he said loudly, getting the robot's attention.

The robot dropped the man and fired a laser at him, sending him flying away from the falling man. Ben was sent flying into a pile of broken vehicles, and was struggling to push the wreckage off of him. Suddenly, Ben felt his arm change and saw that it had turned into a sharp blade. He then used his new blade arm to easily cut through the metal. Ben then crawled out of the metal, and saw his grandfather helping get people to safety.

"I have to keep the robot distracted" Ben thought. He then ran towards it and tried to slash it with his blade arm, but the robot launched itself into the air, and dropped itself on Ben.

"Uh oh" Ben said as he felt his crystal body cracking from the pressure. "I wonder if I can" Ben thought before a crystal erupted from his chest. The robot was forced to crawl away from Ben, but its chest was cut and one of its legs was severed from his body. It then adjusted its remaining two legs to its sides in order to remain balanced.

"Huh, I guess I can" Ben said. He was getting more and more curious about what this form could do. Learning that it would be harmed more if it attacked Ben with brute force, the robot began to fire its lasers. Ben held his hands up to block it, but the lasers refracted off of them. One of the refracted lasers struck a tree, causing it to fall. Unfortunately, Gwen was helping a little boy where the tree was going to land.

Acting quickly, Ben ran in their direction and shot a huge shard of diamond from his back, cutting the tree in half. Gwen didn't even blink.

"Run! Get out of here!" Ben yelled to them before the robot grabbed him and lifted him to his head.

Ben erupted crystals all across his body, completely destroying the robots left arm. Unfortunately, Ben didn't have a smooth landing, falling face first. "Ow" Ben groaned while getting up, feeling the cracks on his face. "Alright. Punching isn't going to work" Ben thought. "How else can I beat it?" Ben then remembered how the laser refracted off of his skin.

Devising his plan, he got up and walked a bit backwards in order to get some distance. He stood boldly in front of it, "Come on! Burn one in here!" he said. Falling for the trap, the robot fired a laser from its one good arm. Ben quickly morphed his arms into a curved shape. "What comes around goes around" Ben said. The laser refracted off of his skin, and got a direct headshot on the robot. The headless robot then fell backwards.

Ben then morphed his hands back to normal. He then heard the applause coming from behind him. Ben turned and saw the campers applauding him, some had scrapes and bruises, but none of them seemed badly hurt. He even saw Gwen and Richie clapping. Max was holding the park ranger from earlier, but he had a proud smile on his face.

"Way to go Be..Diamond-headed guy" Max yelled.

The now-named Diamondhead waved to the crowd. But then he heard the same ringing sound from before. "Well now that that threat has been taken care of, it time for me to go" Diamondhead said before he ran off into the woods.

Gwen and Richie were now cleaning up the campsite, the rising sun beaming on their faces.

"You see Mr. Tennyson?" Richie asked, sounding a bit tired.  
"No. He left hours ago looking for Ben" Gwn said. What could Ben be doing all night?"

Richie then looked at her with a deadpan expression. "He got a watch that can turn him into aliens. What do you think he's been doing?" Richie stated. **(2)**

"Wait, do you hear that?" Gwen asked. Richie then stopped talking and listened. He heard a swooshing sound, and it was getting louder.

He then saw a cloud of dust in the distance, and saw a blur coming towards them.

It stopped, and it was Ben holding Max. This alien resembled a blue and black velociraptor, with four-fingered pincers for hands, and a long 3-striped tail. His feat also had two sharp and curved toes that had black wheels in between them. He set Max down, revealing the Omnitrix directly on his chest.

Ben then set Max down before the watch died out.

"This is gonna be the best summer ever" Ben yelled excitedly.

"Absolutely" Max said

"You got that right" Richie agreed.

"It's sure going to be interesting" Gwen nervously said.

Ben then stared at the watch with a big smile on his face. Looks like he got his wish, he's never going to forget this summer.

* * *

 **And that concludes Chapter 2 of my story. I hope you enjoyed.**

 **1: Did anybody else wonder what happened to the pod that the Omnitrix landed in. I mean, someone had to find it at some point. Right?**

 **2: When I was a kid, I always dreamed of having the Omnitrix. I doubt I could sleep if I had that thing on.**

 **Tune in next time folks. This is Paradox Lord, signing out.**


	3. Urban Safari

**Hello everyone. Sorry for taking so long to update. I was wrapped up with school and I haven't worked out a proper schedule for updates. From now on, I'm going to try and update at least once a month.**

 **CRUDEN: I'm not going to have Spider-Man or a few of the major heroes appear for a while. I want to wait until Ben is older before we have teamups.**

 **As for pairings, I'm not planning on Kevin showing up nor am I going to have GwenxRichie. I'm going to stick with cannon for Richie while Gwen will remain single unless I think of something.**

 **I haven't decided on a pairing for Ben, so I want everyone to vote on who to pair Ben with. Here are the candidates:**

 **1) Laura Kinney/X-23**

 **2) Jennifer Walters/She-Hulk**

 **3) Monica Rambeau/Spectrum/Captain Marvel II**

 **I'll leave the votes for a few chapters. So if you want one of these lovely ladies with Ben, vote in the comments. (Note: This will be when Ben is a teenager or an adult. Clearly he is too young for them right now).**

 **Now on with the story**

* * *

 **Chapter 3: Urban Safari**

"Hello!...Hello!" Heatblast yelled His vision was obscured by the intense flames around him. He felt smoke filling his lungs with each breath, yet he was completely fine. The floorboard beneath him was cracking. This building wasn't going to last much longer.

"Wah" Heablast heard. The sound of crying emanated from an apartment door to his left. Without hesitation, Heatblast kicked down the frail door. He wandered through the burning apartment, and noticed there was a trail of puddles, which led him towards a closed door. He pushed the door open and saw a young woman laid down in a filled bathtub, holding a little girl in her arms. The girl, who Heatblast assumed is the woman's daughter cried even harder upon seeing the fiery alien. "Stay away!" she yelled in fear.

Heatblast lifted his hands into the air, and dimmed his flames down. "I'm here to help" he said calmly. "I'm a superhero."

"Really" she asked.

"Yeah. I am" he said. "I'm going to get you out of here, but I need you to trust me."

"Okay" she complied.

He then gently and slowly lifted the girl up, ensuring that he held her by her soaked clothes. Ignoring the pain he felt in his hands, he tucked the girl into his left elbow and slung the woman over his right shoulder.

"Let's get out of here" Heatblast said before running out of the apartment.

He heard the floorboards under him cracking, so he treaded much more carefully. He reached the spot where the building's stairs should have been, only to see them collapsed on the ground floor. "Okay, that exit's gone" he muttered.

"You trust me?" Heatblast asked. "Yeah" she said.

"Allonsy!" He yelled as he leaped downwards. When he landed, he felt some pain in his legs, but he was okay "That was awesome" the girl yelled excitedly. "Yeah It was!" Heatblast agreed.

He ran outside the building and scanned the area. There were safety barricades put up by the firefighters, and a crowd was standing behind it. They, along with the firefighters that weren't occupied, seemed frightened by Heatblast.

Ignoring them, he noticed several ambulances behind the barricade. So he ran through the barricade, and ran towards them, not even noticing the crowd shifting or running away. "Excuse me?" Heatblast asked one of the nurses. She looked like she was about to scream before Heatblast spoke again. "Could you please help them? They were in the building. Plus, I might have given them some burns."

"O…Okay" she hesitantly answered. Heatblast set the mother & daughter down on a gurney the nurse brought out. "Thanks miss" Heatblast said before preparing to fly off.

"FREEZE!"

Heatblast turned and saw a police officer pointing a pistol at him. "Step away from the nurse and child, then get on the ground" he ordered.

"Sir, what's the problem? I helped them" Heatblast asked, raising his hands into the air while raising his hands.

"I said on the ground freak!" he yelled. When Heatblast didn't respond, he fired a bullet at him. Heatblast slightly flinched, but heard the bullet fall to the ground in a melted pool. The officer then pressed a button on the walkie talkie on his shoulder, "I need back up at my position! We got some kind of fire monster!" He stopped his report when he noticed Heatblast had blasted off into the air, flying away in shame.

(A few minutes later at the R.V.)

Max was sitting down at the R.V.'s desk, his face turning red. Gwen and Richie were sitting on the other side, both struggling to stay awake.

They then heard knocking on the door, waking them all up. Max stomped towards the door, flinging it open. His anger ceased when he noticed Ben was crying.

"Ben, what's wrong?" he asked.

"A policeman shot at me" Ben muttered between sniffs.

The anger subsided from Max's face, replaced with genuine concern. "Get inside" he said calmly. Ben stumbled in quietly.

Ben made his way to the seats and sat down. "Are you okay? Where were you?" Richie asked. " We were worried sick about you" Gwen exclaimed, which surprised Ben.

"What happened Ben?" Max asked.

Ben looked down at the table. "I saw an apartment building on fire, so I wanted to help. I helped a mother and daughter get out of their, and left them with a doctor. Then a policeman came and tried to arrest me. Next thing I knew, I felt a bullet melting off of my skin" he stated.

"Wow" Richie stated. "That's rough."

"Even worse when you here what they're saying about you on the news" Gwen stated after turning on the TV.

Ben begrudgingly turned and looked at the TV screen.

"Breaking News: A flaming creature was spotted in front of this apartment building just moments ago. Authorities are claiming that it may have caused the fire that ravaged this building earlier this evening" the reporter claimed.

That deeply wounded Ben. He helped someone and they were blaming him for it.

"Gwen, please turn that off" Max ordered. The screen quickly faded to black. Ben's hands were glued to his head, covering his eyes. His face began to turn red.

"I helped that family! I helped them!" he yelled between sobs. "And nobody appreciates what I did!"

"Hey" Max calmly said. "Being a hero isn't about others knowing you did something good. It's about you knowing that you did something good."

"You did the right thing Ben, and you should be proud of yourself."

Ben looked at his grandfather with some joy and admiration. "Thanks grandpa"

"We just have to be more careful with this thing" referring to the watch. After tomorrow, we're going to head out of town and start practicing."

Max then let of a loud yawn, his arms tapping the R.V.'s ceiling. "It's well past all of our bedtimes. We need to hit the hay" he said. "Okay" the kids said in unison.

The kids dressed in their pajamas and laid down in their beds. Ben laid awake for some time though, staring at the watch and pondering what he should do.

A chubby, professional-looking fellow walked upstairs to a small apartment room. It opened and he was bombarded with the smell of old animal feed and excrement. He stepped carefully, making sure to avoid the old and stained newspapers that covered the board. He also took notice of multiple animals that were being kept in tanks and cages, ranging from frogs

He managed to find the one he was looking for.

The old man had white, untamed and dirty hair. His skin was a sickly pale, as though he had not seen the sun for some time. He wore a black sleeveless shirt that had multiple tears in it, brown pants that looked too large for him, and black boots and gloves that were stained.

"Aloysius!"

The now-named Aloysius ignored him, continuing to work on some device that remained hidden from view.

"I'm talking to you Aloysius" he yelled, pulling his shoulder and forcing him to turn and face him. "Go away!" Aloysius yelled in response. "I'm busy!"

"What you should be busy doing is getting me my rent. You're eight months overdue."

Aloysius continued with his device, no longer paying his landlord any mind. "Are you not listening?! Pay up now or sleep on the streets tonight!"

"I suppose you want to know what my money has been invested in, don't you?" Aloysius said. He lifted the device he was working on and placed it on his head. It was a grey metallic helmet with several wires attached to two curved horn-like structures on his head. The helmet connected to a red harness on his chest, and a small trigger in his right glove.

The landlord busted out laughing. " What is that?! You apart of a moose appreciation club?!" he hollered before continuing.

Aloysius gritted his teeth. "This you buffoon is my Transmodulator." He reached into one of his tanks and took out a toad. "With it I can alter the DNA of any living animal." Aloysius then pressed the button on the trigger, causing the helmet's horns to glow a bright red and fire a beam at the toad.

The toad began to grow, gaining two bony horns from its cheeks. It soon occupied about half of the room, and the cracking floor boards were rather audible.

The landlord screamed in fear before the toad swallowed him whole. Aloysius laughed and hollered "Sounds like you have a frog in your throat! Or is it the other way around?!"

He ceased his laughter upon hearing his helmet powering down. "Damn it! These old batteries can barely sustain the Transmodulator. I need a greater power source"

As if some higher being had heard him, the TV played a certain add. "Come down to the grand opening of Mega Mart! The only store you'll ever need to shop. We have clothes, groceries, and electronics!"

"Just what the doctor ordered" Aloysius smirked.

(The following day)

"Can we get this Mr. Tennyson?" Richie handed Max a bag of potato chips.

"That's not very healthy Richie. But don't worry, I have a great meal planned for us" Max said before proceeding to fill his grocery cart.

"Did he just pick up groundhog bacon?" Ben asked.

"Yup" Gwen responded. "And salamander eggs"

"Ah man" Richie said in dismay. "I don't think my stomach can handle that."

Richie and Gwen hadn't noticed, but Ben had stopped in front of an isle filled with cereal boxes, particularly invested in the Captain Crunch boxes. The box had a picture of the world-famous Captain America eating a bowl of the cereal, which was resting on his signature shield. There was also a tag attached to the box; showing a series of collectible cards that could be found in the boxes

"Maybe this one has the golden card" Ben thought. He looked at his watch, getting an idea.

He pushed the button and turned to a silhouette. It appeared to be a skinny, phantom-like creature. Ben proceeded to transform.

He felt like the weight of his body left him. Ben stared at his hands, watching them become pale, losing a finger while the others grew much longer. He then body also turned pale, cracks forming and trailing towards his eye, as in a single purple eye remaining in the center of his head. Ben looked down on his body, seeing the isle behind him and a feint trail where his legs should have been.

"Woah" he spoke. His voice was now raspy and echoed. He reached out and brought his hand towards one of the boxes, phasing right through the cardboard. Ben then extracted his hand, now holding a plastic-wrapped object. "I'm like a ghost." He opened the plastic, revealing a blue card possessing an illustration of Captain America with the other Howling Commandos. "Dang it! I already have this one" he said. Ben then noticed a shopping cart coming down the isle. "Dang it! I can't let them see me!"

He then noticed his hand completely vanish, the woman passing by not noticing him at all. Realizing what he had just done, Ben stared down the isles of endless boxes, and smiled upon his idea.

He continuously phased his hands through the boxes, opening the packets, and discarding the cards he didn't want. Ben phased his hands through one last box before the watch timed out. His hand bore straight through a cereal box, spilling out flakes onto the ground.

"Excuse me young man." Ben turned and saw a store clerk staring at him, hands on his hips. "Where are your parents?"

"I'm not with my parents sir" Ben said. "My grandfather is here though."

"Yes he is" Max said as he and the others came down the hall. He noticed the price of the cereal box, and handed the clerk a few bills. The clerk pocketed the money and walked away.

Ben turned sheepishly to Max, who had his arms folded. "Ben, you shouldn't be using the watch as a toy."

"I'm sorry grandpa" he said in shame.

"Well to pay me back, I'll be taking that $10 dollars from your allowance"

The group was interrupted by the sound of a major crash, items and glass being scattered across the store. Ben turned and saw an old man on a gigantic frog enter the building. He disembarked from the frog, and began filling a bag with a variety of batteries and other appliances. "Hey! What are you doing?!" Ben yelled. The frog then stretched its tongue out, knocking down the isle behind Ben and the others.

"Don't play hero child. Run along now" Aloysius condescendingly stated. Ben looked at his watch, which was still colored red.

"You're so lucky that I can't go hero" Ben said before running away along with Max, Gwen, and Richie.

Some officers came in after them. "Freeze!" one yelled, before getting wacked by the frog into the concrete wall that was in front of Ben. He stood there paralyzed.

Aloysius proceeded to load the new batteries into his Transmodulator. "Let's test this out" he said upon arriving at the pet section. He pressed the trigger, and fired a beam at a hamster cage. The cute pet grew into a massive creature, growing small bony tusks through its mouth and gaining a second pair of beady red eyes.

He turned his attention towards a parrot, who then grew even larger than the toad or the hamster. Its wings stretched widely, its talons grew sharper as well.

"Now its time to get my revenge" he said allowed, continuing down the arsenal he had at his disposal.

Ben was taken out of their by Max, holding him by his collar.

. . . . . . . .

"What the heck was that?!" Richie yelled.

"The better question is, who was that man?" Max asked aloud.

"I'll see what I can find" Gwen stated as she scoured the internet on her computer. "How does 'Crazy animal doctor' sound?"

"Sums it up quite nicely" Ben said.

"I got it!" Gwen announced. "Dr. Aloysius Animo. He was a leading researcher in veterinary science until his university discovered that he was conducting illegal experiments on animals. He was arrested and sent to prison a few years ago."

"That would explains how he made that weird helmet" Ben said.

"Question is...what does he plan to do with all those animals?"

"I heard him say something about getting revenge" Ben stated

"And I think I know on who" Gwen stated. She turned her computer around to show them some news articles. "The guy who turned him into the police was Dr. Henry Pym. He was a student who went to the same school as Aloysius."

"And he's in town two. He's here to receive an award for a device he invented that allows people to communicate with ants via radio signals."She pointed to a photo of Henry wearing a silver helmet; featuring two protrusions with small balls on the top, similar to that of ant antennas.

"What's the address?" Max asked.

Gwen searched up where the award ceremony would be taking place, and smirked upon realization.

(A few minutes later)

"You're kidding me?" Ben asked, staring at the entrance of the Museum of Natural History. The front had a gaping hole in it, with numerous growls and hisses echoing through the air.

"May I make a suggestion?" Max asked when he saw Ben reaching for the Omnitrix.

Taking his advice, Ben stretched his hand out to him. Max spun the dial and slammed it down.

Ben felt his body growing, a second pair of eyes grew as the first shifted slightly upwards. He also felt a second pair of arms grow out of his sides, both of which were now ripped with muscle.

When the transformation ended, Ben found that he now had dark red skin. He wore a jumpsuit that was similar to his t-shirt, along with black pants. His four hands now had four fingers, while his bare feat had two long toes.

The hair from his head was gone too, his scalp now featuring a straight black line running down his head.

"You might need some extra muscle for this one" Max said.

"Looks like I got all the muscle I need!" Ben said before leaping forward. He lunged himself inside the building, where he found the place in complete disarray. There were several animals in there; the toad, parakeet & hamster were there, along with a mutated Golden Retriever, a cat, and a snake that was currently constricting a man. Dr. Animo was madly laughing, staring at the man who was turning blue in the snake's grasp.

"My my my. How the tables have turned Pym" he smugly said as he toyed with the golden award in his hand. "I create a way to evolve life itself, while all you can do is call ants" he laughed.

"Hey"! Ben yelled at Animo. The animals turned to Ben, growling and hissing with hate. "What the hell are you?!" Animo yelled.

"Umm.." Ben paused before staring at his hands. "Call me Four Arms" he said before lifting a chunk of rubble and throwing it towards Animo. The snake, however, quickly intercepted the rubble, crushing it under its massive fangs. Animo leaped off of the snake's head. "Kill him" he ordered.

The animals lunged towards Four Arms. Reacting quickly, Four Arms managed to grab the snake by its fangs and hold it down. This left him defenseless to the dog who took a bite out of his upper right arm. Four Arms yelled in pain, throwing the snake into the dog before checking the wound. From two large holes bled a fresh trail of thick orange fluid.

Ben had never felt such pain like that before in his life, but he knew he had to endure. This time the cat charged in. Four Arms wound up a punch, upercutting it to the roof. As it came crashing down, he punched it into the stationary toad.

Now all that's left is the:

As Four Arms thought of this, he felt the parakeet's talons dig into his back. It flapped it's wings with great intensity, lifting him into the air. The bird broke through the museum's roof. Four Arms looked down and saw the entire museum and a few blocks in the distance. There were also news trucks and police squads stationed outside. "Going down" Four Arms yelled as he hit the birds talons, causing it to release him. Four Arms plummeted into the museum floor, creating a dust cloud.

When the dust cleared, Four Arms saw Dr. Animo and Dr. Pym engaged in a hand-to-hand fight. "I'm coming Dr. Pym!" he said as he ran over to the fight and lifted Dr. Animo by his collar. "Four Arms, I believe the animals' mutation originates from the device he's wearing. If you destroy it, it should revert them back to normal" Henry said.

Both Four Arms and Henry looked up upon hearing the squawking parakeet returning for a second round. "I hope you're right" Four Arms said as he took the helmet off of Animo and crushed it. The parakeet glowed red before it shrunk down and reverted back to normal. The unconcious snake, cat, dog, and toad followed as well. "Damn it!" Animo yelled.

"Let's get you to the police" Four Arms said as he walked towards the exit. "What exactly are you?" Henry asked as he tailed behind him. "Are you a mutant? Or did Aloysius perform some mutagenic experiment on you?"

"I'm not a mutant. I'm an alien" he said before pushing the museum door open. The door cracked and fell down, showing that several S.W.A.T. members were stationed outside.

"Release your hostages and stand down" one barked through a loud speaker. Four Arms grew angry. "I didn't hurt anyone! I didn't do anything!"

"Release them and stand down!"

"I'm not" he continued before he heard the watch ring. "Oh no" he thought. Without hesitating, Four Arms dropped Animo and leaped away, evading the gunfire coming at him.

(A few moments later)

Ben was sitting on his bed, Max and Gwen sitting near him. Richie was in the other room as he had a bad case of haemophobia. Max was currently treating his bite wound.

"Ow!" Ben yelled from the rubbing alcohol that Max applied to his wound. "Sorry Ben" Max apologized. "I have to make sure that this is sanitized."

"How come Ben still has the bite mark from when he was Four Arms?" Gwen asked. "My guess is that the watch only alters Ben's DNA, so he'd still be hurt when he changes back. Max proceeded to cover the wound with medicine-soaked bandages. "That should do it"

"Hey guys" Richie said. "You might want to come see this."

The group walked in and watched the news program that was playing. "Tonight a reception at the Museum of Natural History was attacked by a madman and several mutated creatures. Dr. Hank Pym told us that a four-armed alien actually came to save his life." Ben smiled upon hearing the news.

"Photos taken on the seen also noticed that this creature shares a similar hourglass symbol to the fire creature who was sighted at an apartment fire yesterday. These creatures possibly could be working together."

Whoever they are, the people who were saved tonight owes them a debt of gratitude."

Gwen saw her smiling brother. "Guess they think you're a hero afterall."

* * *

 **Well that's it for this chapter everyone. Tune in next time for "The Hunt."**


End file.
